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Publicly-Traded Companies Proxy Materials

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2024

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As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

Venable LLP

Preparing for Your 2023 Say on Pay Frequency Vote and Reporting Results

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Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

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The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

Smith Anderson

SEC Provides Limited Relief from Proxy Material Mailing Requirements

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As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

Dechert LLP

COVID-19 Coronavirus: SEC Disclosure Obligations for Public Companies

Dechert LLP on

A public company may have an additional 45 days to file its upcoming Form 10-Q if its inability to file its Form 10-Q relates to circumstances relating to COVID-19, it files a Form 8-K summarizing why such report was not able...more

Dorsey & Whitney LLP

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

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On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for...more

Goodwin

SEC Updates Guidance on Delays in Printing and Mailing Proxy Materials Due to COVID-19 Impacts

Goodwin on

The staff ("Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) has updated its guidance on the conduct of shareholder meetings in light of COVID-19 concerns (March 13, 2020),...more

Ballard Spahr LLP

SEC Extends Conditional Relief From Reporting and Proxy Delivery Requirements for Public Companies Affected By COVID-19

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On March 25, 2020, the United States Securities and Exchange Commission (SEC) issued a new order (the Order) and guidance (the Guidance) which continued to provide regulatory relief to public companies whose operations may be...more

Mintz - Energy & Sustainability Viewpoints

SEC Guidance for Annual Shareholders Meetings Affected by COVID-19

The Securities and Exchange Commission (SEC) is continuing to provide guidance to accommodate companies in light of the challenges posed by the COVID-19 virus. As discussed in our recent Viewpoints advisory, the SEC has...more

Goodwin

SEC Provides Guidance on Virtual Annual Meetings in View of COVID-19 Concerns

Goodwin on

On March 13, 2020, the Securities and Exchange Commission (SEC) announced that the staff of the SEC’s Division of Corporation Finance and the Division of Investment Management (Staff) have published guidance to assist public...more

Skadden, Arps, Slate, Meagher & Flom LLP

Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more

White & Case LLP

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

White & Case LLP on

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

Stinson LLP

SEC Proposes Changes to Shareholder Proposal Rules and Those Governing Proxy Advisors

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Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Shareholder Proposal Rules and Rules Governing Proxy Advisors

At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more

Skadden, Arps, Slate, Meagher & Flom LLP

US Government Shutdown Ends – SEC Issues Guidance to Address Significant Backlog of Filing Reviews and Shareholder Proposals

On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more

Stinson - Corporate & Securities Law Blog

SEC Approves NYSE Rule Modifying Requirements for Physical Delivery of Proxy Materials

Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. ...more

Stinson - Corporate & Securities Law Blog

NYSE Proposes to Modify Rules Regarding Delivery of Proxy Materials to Exchange

The NYSE has filed a proposed rule with the SEC to amend the NYSE Listed Company Manual to modify requirements with respect to delivery of proxy materials to the NYSE. ...more

Goodwin

SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8

Goodwin on

On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more

Latham & Watkins LLP

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

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In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

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